Fall 2014 Class Descriptions

Recent developments in biotechnology and the life sciences invite us to rethink key features of the legal landscape. In addition to traditional health law subjects such as informed consent, physician liability, and access to care, we will examine emerging controversies that cut across torts, contracts, property, intellectual property, criminal procedure, and administrative law. Topics will include brain imaging, DNA forensics, gene patenting, genetic screening, stem cell research, biomedical enhancement, and the appropriation of human cells. Students will be required to draft and revise a substantial final paper on an approved topic and write weekly reaction papers based on the reading. No background in science or medicine is necessary.

2 credit(s), Standard Letter GradedRequirement: WritingConcentration(s): Intellectual Property Law (LLMG), Intellectual Property (LLMC), Business and Corporate Law (LLMC), LLM in Business and Corporate Law (LLMB), Intellectual Property (JD), Business and Corporate Law (JD), Business and Corporate Law (MSLS), Intellectual Property Law (MSLS)Prerequisite(s): CorporationsRecommended Class(es): Tax I

This course covers the legal principles and some of the tax law applicable to a series of interesting, complex, and current entrepreneurial transactions, utilizing venture capital or private equity financing. The course will cover, time permitting, as many as possible of the following: (1) a new business start up (with emphasis on high technology sectors); (2) a growth equity investment in an existing business enterprise; (3) a leveraged buyout of a private or a public company (including a going-private transaction); (4) use of a flow-through tax entity such as an S corporation, a partnership, or an LLC, for a variety of venture capital or private equity financed transactions; (5) devising an exit scenario for the successful venture capital or private equity financed enterprise (such as IPO, SEC rule 144 sales, or sale of the company); and (6) forming a new venture capital, LBO, or private equity fund. Substantive subjects touched upon include federal income tax, securities regulation, corporate law, partnership law, LLC law, bankruptcy law, fraudulent conveyance law, and other legal doctrines and accounting rules and practical structuring issue relevant to entrepreneurial transactions (including use of common and preferred stocks, convertible debentures and convertible preferred, warrants, and options). The course reviews these in a transactional context and may also consider to some extent their policy underpinnings and likely future evolution. Securities Law, and Corporate Finance, and related courses are recommended.

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